Your Directors have pleasure in presenting the Twenty eighth Annual report on thebusiness and operations of the Company together with Audited statements of accounts forthe year ended 31st March 2022.
The summarised financial results of the Company are given here under:
| ||Current Year ||Previous Year |
| ||(Rs.'00) ||(Rs.'00) |
|Profit before Interest Depreciation & taxes ||19813 ||21415 |
|Less: Finance Charges || || |
|Profit / (Loss) before Depreciation & Taxes ||19813 ||21415 |
|Less: Depreciation ||110 ||110 |
|Profit/(Loss) Before Provision & Taxes ||19703 ||21305 |
|Current Tax ||5300 ||3330 |
|Add/(Less): Deferred Tax ||(39) ||15 |
|Income Tax for the previous year ||(38) ||(4) |
|ProfiL/(Loss) after Tax ||14326 ||17986 |
|Transfer to Reserve Fund ||2865 ||3597 |
|Balance brought forward from last year ||38968 ||24579 |
|Balance Carried to Balance Sheet ||50427 ||38968 |
COMPANY PERFORMANCE AND REVIEW OF BUSINESS OPERATIONS
During the year the revenue from operations of your Company decreased marginally by0.4% over the previous year. The Company has recorded a profit of Rs. 14.33 lacs for thefinancial year ended 31 st March 2022.
Your Directors are striving for increase in revenue of the Company and therebyincreasing profitability.
PERFORMANCE AMIDSTCOVID-19 PANDEMIC
Two years into the COV1D-19 pandemic the global economy continues to be plagued byuncertainty with resurgent waves of mutant variants supply-chain disruptions and areturn of inflation in both advanced and emerging economies. The black swan eventCOVID-19 posed an immense challenge in front of the entire Humanity a new virus emergedand ensured that all things which are otherwise considered normal comes to a standstill.COVID -19 has affected all spheres of life in the country and the world at large.
Despite the pandemic continuously posing new and myriad challenges upon the worldeconomies the Indian economy has been staging a sustained recovery since the second halfof 2020-21. Although the second wave of the pandemic in April-June 2021 was more severefrom a health perspective the economic impact was muted compared to the national lockdownof the previous year.
As the second wave of Covid-19 set in efforts were made towards building a Covid freeworld by organising corporate vaccination drives for our employees and their families. TheCompany ensured that all employees receive both the doses. Your Company took adequatemeasures to ensure necessary safety and hygiene protocols like wearing of face maskssocial distancing norms workplace sanitation and employee awareness programme incompliance with the regulations of the local authorities.
With a view to conserving resources and building up reserves your Directors do notrecommend payment of Dividend for the year.
STATE OF COMPANY AFFAIRS
Your directors are hopeful that the performance of the Company will improve in thecoming year.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There are no material changes or commitments affecting the Financial position of theCompany which have occurred between the end of the financial year 2021 -22 and the date ofthis report.
The general business conditions affecting business are expected to remain stable andcompany is expected to perform well.
The Company has not invited or accepted deposits from the public covered under Section73 of the Companies Act 2013 and The Companies (Acceptance of Deposits) Rules 2014.
TRANSFER TO RESERVES
An amount of Rs.2.86 lacs has been transferred to the Reserve Fund.
As on 31st March 2022 the Company's paid-up Equity Share Capital was Rs.42473000/- coinprisingof4247300 Equity Shares of Face Value of Re. 10/- each and Rs.3495600/- received on account of 804800 for feited shares. There has not been anychange in the Equity Share Capital of the Company during the Financial Year ended 31 stMarch 2022. During the Financial Year 2021-22 your Company has neither issued any sharesor convertible securities nor has granted any stock options or sweat equity.
CHANGE IN NATURE OF BUSINESS IF ANY
There has not been any change in the nature of business of the Company during the FYended 31 st March. 2022.
MEETINGS OF BOARD OF DIRECTORS
During the financial year ended 31st March 2022 6 Board Meetings were held on 30thApril 2021 29th June 2021 10th August 202110th November 202110th February 2022and 1 st March 2022. The intervening gap between the Meetings was within the periodprescribed under the Companies Act 2013.
Attendance of di rectors at the Board Meetings [ Whether attended (Yes/No)]:
|Board Meeting Date ||Mr. Sanjay Agarwal (DIN-00571217) ||Mr. Keshav Kr. Saraf (DIN-00595594) ||Mr. Bhola Nath Manna (DIN-03345433) ||Ms. Mamta Sharma (DIN-07080870) |
|30th April 2021 ||Yes ||Yes ||Yes ||Yes |
|29th June 2021 ||Yes ||Yes ||Yes ||Yes |
|10th August 2021 ||Yes ||Yes ||Yes ||Yes |
|10th November 2021 ||Yes ||Yes ||Yes ||Yes |
|10TH February.2022 ||Yes ||Yes ||Yes ||Yes |
|1st March 2022 ||Yes ||Yes ||Yes ||Yes |
|TOTAL ||6 ||6 ||6 ||6 |
INTERNAL CONTROLSYSTEMS AND THEIR ADEQUACY
The Company has an Internal Control System which has been designed to provide areasonable assurance with regard to maintaining of proper accounting controls monitoringof operations protecting assets from unauthorized use or losses compliance withregulations and for ensuring reliability of financial reporting.
At the 27th Annual General meeting held on September 21 2021 the members hadappointed M/s. B.P.Agarwal and Associates Chartered Accountants Kolkata havingregistration number 316155E as the statutory auditors of the Company for a period of 5years upto March 312026 and therefore they continue to hold office.
Pursuant to Section 141 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 M/s. B.P.Agarwal and Associates have represented that they are notdisqualified and continue to be eligible to act as the Auditor of the Company. M/s.B.P.Agarwal and Associates have also confirmed that they have been subjected to the peerreview process of the Institute of Chartered Accountants of India (ICAI) and holds a validcertificate issued by the Peer Review Board of IC AI as required under Regulation 33( 1)(d) of the Listing Regulations.
STATUTORY AUDITORS' REPORT
There has been no qualification reservation adverse remark or disclaimer given by theStatutory Auditor in their Report for the year under review.
The Notes on Financial Statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments.
REPORTING OF FRAUDS BY AUDITORS
In terms of Section 143(12) of the Companies Act 2013 the Auditors have not reportedany instances of frauds committed in the Company by its Officers or Employees during theyear under review.
Ms. Manila Sharma Directorofthe Company retires by rotation and being eligible offersherself for re-appointment. The Board recommends her reappointment at the ensuing AnnualGeneral Meeting.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7)ofthe Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).
ANNUAL EVALUATION BY THE BOARD
The Board has made a formal evaluation of its own performance and that of itscommittees and individual directors as required under Section 134(3) (p) of the CompaniesAct 2013
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
Since the Company is aNon Banking Finance Company the disclosure regarding particularsof loans given guarantees given and security provided is exempt under the provisions ofSection 186 (11) of the Companies Act 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There arc no related party transactions during the year and henceforth particulars ofevery contract or arrangements entered into by the Company with Related Parties referredto in Section 188(1) of the Companies Act 2013 in FormAOC-2 prescribed under theCompanies (Accounts) Rules 2014 is not attached.
SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Subsidiary or Associate. During the year the Company hasnot entered into any Joint Venture.
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
There is no unpaid/ unclaimed dividend. Hence the provisions of Section 125 of theCompanies Act
2013 do not apply.
PROCEEDING UNDER INSOLVENCY AND BANKRUPTCY CODE 2016
There are no proceedings either filed by the Company or against the Company pendingunder the Insolvency and Bankruptcy Code 2016 as amended before the National Company LawTribunal or other Courts as on 31 st March 2022.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial positionof the Company which have occurred between the end of the financial year of the Company towhich the financial statements relate and the date of the report.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS
There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.
a. BUY BACK OFSECURITIES
The Company has not bought back any of its securities during the year under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
Statement containing particulars of Top 10 employees in terms of remuneration drawn andthe particulars of employees as required under Section 197 (12) of the Companies Act 2013read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules
2014 is provided in Annexure ' 1' forming part of this report.
There was no employee receiving remuneration during the year in excess of that drawn bythe Managing Director or Whole-time Director and holding by himself or along with hisspouse and dependent children not less than two percent of the equity shares of theCompany.
CONSERVATION OF ENERGY&TECHNOLOGY ABSORPTION:
The company has no activity relating to conservation of energy or technologyabsorption details of which are required to be furnished in this report as per theprovision of Section 134 (m) of the Companies Act 2013 read with the Companies(Accounts) Rules 2014
FOREIGN EXCHANGE EARNING & OUTGO
There were no foreign exchange earning and outgo during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 134(3)(c) and 134(5) of the Companies Act 2013with respect to Directors' Responsibility Statement the Directors hereby confirm that:-
(i) in the preparation of the annual accounts for the year ended 31st March 2022 theapplicable accounting standards have been followed and there are no material departuresfrom the same;
(ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at the end of the financial year andof the profit of the Company for that period;
(iii) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;and
(iv) the Directors have prepared the annual accounts of the Company on a 'goingconcern' basis.
(v) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
(vi) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
RISK MANAGEMENT POLICY
The Company has a defined Risk Management framework to identify assess monitor andmitigate various risks to key business objectives. Major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuing basis.
Your Company's Remuneration Policy enumerates the criteria for appointment andremuneration of Directors Key Managerial Personnel and Senior Management Personnel on thebasis of their qualifications positive attributes and independence of a Director andother matters as required under Section 178(3) of the Companies Act 2013.
BOARD DIVERSITY POLICY
Your Company recognizes and embraces the importance of a diverse Board in its successand aims to attract and maintain a Board which has an appropriate mix of diversityskills experience and expertise. The Board composition as on the dale of this reportmeets the above objective.
WHISTLE BLOWER POLICY/VIGIL MECHANISM
The Company has established a vigil mechanism which monitors through the Auditcommittee to lake care of the genuine concerns expressed by the employees and otherDirectors. The Company has also provided adequate safeguards against victimization ofemployees and Directors who express their concern. The Company has also provided directaccess to the Chairman of the Audit Committee on reporting issues concerning the interestsof company employees and the Company.
POLICY FOR DETERMINING MATERIALITY OF EVENTS/ INFORMATION
The Company's Policy for determination of materiality of events/ information has beendesigned to promote transparency and ensures that the stakeholders are informed regardingthe major and material events of the Company. The objective of this policy is to put inplace a framework for disclosure of events and information to the stock exchanges in linewith the requirements prescribed under Regulation 30 of the Listing Regulations and toensure that such information is disclosed to the Slock Exchanges in a timely andtransparent manner.
CODE OF CONDUCT
Details of the Company's Code of Conduct for members of its Board and for SeniorManagement Personnel framed in terms of Regulation 17(5) of the Listing Regulations havebeen included in the Corporate Governance Report forming part of the Annual Report.
All Board members and Senior Management personnel have affirmed compliance with thecode of conduct for FY 2021-2022 A declaration to this effect signed by the Whole-timeDirector of the Company is included in this Annual Report.
CODE OF CONDUCT TO REGULATE MONITOR AND REPORT TRADING BY DESIGNATED PERSONS AND CODEOF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION
With an aim to guard the interest of general investors your Company has laid down a'Code of Conduct to regulate monitor and report trading by Designated Persons' which isapplicable to all the Promoters Directors and such other persons defined as designatedpersons and to their immediate relatives as well.
Your Company has adopted a Code of Practices and Procedures for Fair Disclosure ofUnpublished Price Sensitive Information. This Code lays down principles and practices tobe followed by the Company with respect to adequate and timely disclosure of unpublishedprice sensitive information.
The Annual Return as required under Section 134(3)(a) read with Section 92(3) of theCompanies Act 2013 is placed on the Company's website and is available on the weblink: http://www.steptwo.in
MANAGEMENT DISCUSSION AND ANALYSIS REPORT AND REPORT OF THE DIRECTORS ON CORPORATEGOVERNANCE
Pursuant to the Listing Regulations a separate section titled 'Corporate Governance'has been included in this Annual Report along with the Reports on 'Management Discussionand Analysis' and 'General Shareholder Information'
CEO & CFO CERTIFICATION
In tems of Regulation 17(8) read with Schedule II Part B of the Listing Regulations acertificate front the Chief Executive Officer and Chief Financial Officer of the Companyaddressed to the Board of Directors inter alia confirming the correctness of thefinancial statements and cash flow statements for the Financial Year ended 31st March 2022adequacy of the internal control measures and reporting of matters to the Audit Committeeis provided elsewhere in this Annual Report.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. Navneet Jhunjhunwala of M/s N.Jhunjhunwala & Associates a firm ofCompany Secretaries in Practice (FCS No.6397 CP No.5184) to undertake the SecretarialAudit of the Company. The Secretarial Audit Report is annexed herewith. The same does notcontain any qualification reservation or ad verse remark or disclaimer.
COMMITTEES OF BOARD OF DIRECTORS
The Board has seven Committees out of which five have been mandatorily constituted incompliance with the requirements of Companies Act 2013 and Listing Regulations and twonon-mandatory Committees have been constituted. The Board has constituted followingCommittees to deal with matters and to monitor activities falling within their respectiveterms of reference:-
- Audit Committee
- Nomination and Remuneration Committee
- Stakeholders Relationship Committee
- Risk Management Committee
- Share Transfer Committee
Details of composition of the above Committees their terms of reference number ofmeetings held during the year attendance therein and other related aspects are providedin the Corporate Governance Report forming part of the Annual Report. There has been noinstance where the Board has not accepted the recommendations of its Committees.
COMPLIANCE WITH SECRETARIAL STANDARDS AND INDIAN ACCOUNTING STANDARDS
During the Financial Year 2021-22 the Company has complied with the applicableSecretarial Standards issued by the Institute of Company Secretaries of India and approvedby the Central Government under Section 118( 10) of the Companies Act 2013. In thepreparation of the Financial Statements the Company has also applied the IndianAccounting Standards (Ind AS) specified under Section 133 of the Companies Act 2013 readwith Companies (Indian Accounting Standards) Rules 2015.
DISCLOSURE UNDER SEXUAL HARRASSEMNT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at the workplace and hasadopted a policy on prevention prohibition & redressal of the Sexual Harassment ofWomen at Workplace (Prevention. Prohibition & Redressal) Act 2013 and the rules madethere under. During the financial year 2021-22 the Company has not received anycomplaints of sexual harassment.
Your Directors wish to convey their gratitude to the Company's clients BankersBusiness Associates Shareholders well wishers and employees for their valued and timelysupport and advice to your company during the year & look forward to their continuedsupport.
|Regd. Office: ||For and on behalf of the Board |
|21 Hemanta Basu Sarani || || |
|5th Floor Room No.507 ||Bhola Nath Manna ||Sanjay Agarwal |
|Kolkata- 700 001 ||Whole-time Director ||Director |
|Date: 27.05.2022 ||DIN: 03345433 ||DIN:00571217 |